EpiCept Obtains New $10.6 Million Secured Debt Financing; Prepays Outstanding Convertible Notes


EpiCept Obtains New $10.6 Million Secured Debt Financing; Prepays
Outstanding Convertible Notes

TARRYTOWN, N.Y.--(BUSINESS WIRE (http://www.businesswire.com/))--
Regulatory News:

EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT)
today announced that it has completed a $10.6 million 11.5% senior
secured term loan facility with MidCap Financial LLC. The funds will be
used for working capital purposes including the development of the
Company's research and development pipeline and to prepay in full the
$500,000 outstanding balance of the Company's 7.556% Convertible Notes
due 2014.

“This loan is the first tangible result of our effort, announced several
months ago, to obtain non-equity financing secured by the Company's
intellectual property or other assets, which we believe represents our
most attractive source of incremental cash,” stated Jack Tally,
EpiCept's President and Chief Executive Officer. “We are continuing our
efforts to obtain additional, non-dilutive financing, as we have
outlined in earlier communications, with a view towards securing cash
sufficient to fund our operations beyond 2012.”

EpiCept drew at closing $8.6 million of the facility for its operations
and to make the debt prepayment. The $2 million balance of the facility
is available until December 31, 2011 upon meeting certain conditions,
including the commencement of a Phase III clinical trial. The facility
has a scheduled final maturity of May 27, 2014.

In connection with the term loan, the Company granted to MidCap
Financial five-year warrants to purchase approximately 1.1 million
shares of the Company's common stock at $0.63 per share. Warrants to
purchase an additional $160,000 of the Company's common stock will be
issuable when the $2 million balance of the facility is drawn. The
number of shares and exercise price of the additional warrants will be
based on the market price of the Company's stock at the time of the
drawing.

About Midcap Financial LLC

MidCap Financial is a commercial finance company focused on middle
market lending in healthcare and other specialty vertical markets.
MidCap specializes in middle market loans in the $10 million to $200
million range. Its principal officers are all veterans of the healthcare
finance industry, having worked together at three healthcare finance
companies previously. The company is headquartered in Bethesda, MD, with
offices in Chicago and Los Angeles. More information can be found at
www.midcapfinancial.com (http://cts.businesswire.com/ct/CT?id=smartlink&
url=http%3A%2F%2Fwww.midcapfinancial.com&esheet=6741899&lan=en-US&anchor
=www.midcapfinancial.com&index=1&md5=8b5cb0898a7575d79a1419e9b09b7830).

About EpiCept Corporation

EpiCept is focused on the development and commercialization of
pharmaceutical products for the treatment of cancer and pain. The
Company's lead product is Ceplene®, approved in the EU and Israel for
the remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission. In the United
States, a pivotal trial is scheduled to commence in 2011. The Company
has two other oncology drug candidates currently in clinical development
that were discovered using in-house technology and have been shown to
act as vascular disruption agents in a variety of solid tumors. The
Company's pain portfolio includes AmiKet™, a prescription topical
analgesic cream in late-stage clinical development designed to provide
effective long-term relief of pain associated with peripheral
neuropathies.

Forward-Looking Statements

This news release and any oral statements made with respect to the
information contained in this news release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements include statements
which express plans, anticipation, intent, contingency, goals, targets,
future development and are otherwise not statements of historical fact.
These statements are based on our current expectations and are subject
to risks and uncertainties that could cause actual results or
developments to be materially different from historical results or from
any future results expressed or implied by such forward-looking
statements. Factors that may cause actual results or developments to
differ materially include: the risks associated with our ability to
continue to meet our obligations under our existing debt agreements, the
risk that our securities may be delisted from The Nasdaq Capital Market,
the risks associated with the adequacy of our existing cash resources
and our ability to continue as a going concern, the risk that Ceplene®
will not receive regulatory approval or marketing authorization in the
United States or Canada, the risk that Ceplene® will not achieve
significant commercial success, the risk that any required post-approval
clinical study for Ceplene® will not be successful, the risk that we
will not be able to maintain our final regulatory approval or marketing
authorization for Ceplene®, the risk that Azixa™ will not receive
regulatory approval or achieve significant commercial success, the risk
that we will not receive any significant payments under our agreement
with Myrexis, the risk that the development of our other apoptosis
product candidates will not be successful, the risk that clinical trials
for AmiKet™ or crolibulinTM will not be successful, the risk that
AmiKet™ or crolibulinTM will not receive regulatory approval or achieve
significant commercial success, the risk that we will not be able to
find a partner to help conduct the Phase III trials for AmiKet™ on
attractive terms, a timely basis or at all, the risk that our other
product candidates that appeared promising in early research and
clinical trials do not demonstrate safety and/or efficacy in
larger-scale or later stage clinical trials, the risk that we will not
obtain approval to market any of our product candidates, the risks
associated with dependence upon key personnel, the risks associated with
reliance on collaborative partners and others for further clinical
trials, development, manufacturing and commercialization of our product
candidates; the cost, delays and uncertainties associated with our
scientific research, product development, clinical trials and regulatory
approval process; our history of operating losses since our inception;
the highly competitive nature of our business; risks associated with
litigation; and risks associated with our ability to protect our
intellectual property. These factors and other material risks are more
fully discussed in our periodic reports, including our reports on Forms
8-K, 10-Q and 10-K and other filings with the U.S. Securities and
Exchange Commission. You are urged to carefully review and consider the
disclosures found in our filings which are available at
www.sec.gov (http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%
2F%2Fus.lrd.yahoo.com%2F_ylt%3DAgfqFPfVOEK5M4_Rv8aJvhTjba9_%3B_ylu%3DX3o
DMTEzM2pvaWgxBHBvcwMyBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3c2VjZ292%2FSIG%3D15
t064n6f%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3Dsmartlin
k%2526url%3Dhttp%25253A%25252F%25252Fwww.sec.gov%2526esheet%3D6170045%25
26lan%3Den_US%2526anchor%3Dwww.sec.gov%2526index%3D2%2526md5%3D61ec7b720
44301e411e3335754ee5c07&esheet=6741899&lan=en-US&anchor=www.sec.gov&inde
x=2&md5=0777c5fc402d5c89c673a42b97374f1b) or at
www.epicept.com (http://cts.businesswire.com/ct/CT?id=smartlink&url=http
%3A%2F%2Fus.lrd.yahoo.com%2F_ylt%3DAhBuoawHw6iS3RhJOH9dNNfjba9_%3B_ylu%3
DX3oDMTE2OGhhcWs4BHBvcwMzBHNlYwNuZXdzYXJ0Ym9keQRzbGsDd3d3ZXBpY2VwdGNv%2F
SIG%3D1659oglun%2F**http%253A%2Fcts.businesswire.com%2Fct%2FCT%253Fid%3D
smartlink%2526url%3Dhttp%25253A%25252F%25252Fwww.epicept.com%2526esheet%
3D6170045%2526lan%3Den_US%2526anchor%3Dwww.epicept.com%2526index%3D3%252
6md5%3D8b3a48c3367e26fcfbd15295b6d82118&esheet=6741899&lan=en-US&anchor=
www.epicept.com&index=3&md5=5aab96813030ca311d46d204de6b0626). You are
cautioned not to place undue reliance on any forward-looking statements,
any of which could turn out to be wrong due to inaccurate assumptions,
unknown risks or uncertainties or other risk factors.

EpiCept Corporation
Robert W. Cook, 914-606-3500
rcook@epicept.com (rcook@epicept.com)
or
Media:
Feinstein Kean Healthcare
Greg Kelley, 617-577-8110
gregory.kelley@fkhealth.com (gregory.kelley@fkhealth.com)
or
Investors:
Lippert/Heilshorn & Associates
Kim Sutton Golodetz, 212-838-3777
kgolodetz@lhai.com (kgolodetz@lhai.com)
or
Bruce Voss, 310-691-7100
bvoss@lhai.com (bvoss@lhai.com)

Attachments

05312006.pdf